SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
INTERNATIONAL DAIRY QUEEN, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
INTERNATIONAL DAIRY QUEEN, INC.
To the Stockholders of International Dairy Queen, Inc.:
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of International
Dairy Queen, Inc. will be held on Tuesday, March 19, 1996, at 10:00 a.m. in the
General Offices of the Company at 7505 Metro Boulevard, Minneapolis, Minnesota,
to consider and act upon the following matters:
I. To elect directors for the ensuing year.
II. To consider and act upon the matter of ratifying the
appointment of Ernst & Young LLP as the independent auditors
of the Company for the fiscal year ending November 30, 1996.
III. To transact such other business as may properly come before
the meeting.
In accordance with Delaware law, a list of the Company's stockholders entitled
to vote at the meeting will be available for examination at the General Offices
of the Company for ten business days prior to the meeting, between the hours of
9:00 a.m. and 5:00 p.m. Minneapolis time, and at the meeting, during the whole
time thereof.
Accompanying this notice is a Proxy and Proxy Statement and a copy of the
Company's Annual Report for the year ended November 30, 1995. Whether or not you
expect to be present at the meeting, please sign and date the Proxy and return
it in the enclosed envelope provided for that purpose. The Proxy may be revoked
at any time prior to the time that it is voted. Only stockholders of record at
the close of business on February 2, 1996, will be entitled to vote at the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Michael P. Sullivan
President
February 14, 1996
PROXY STATEMENT
INTERNATIONAL DAIRY QUEEN, INC.
7505 METRO BOULEVARD
MINNEAPOLIS, MINNESOTA 55439
ANNUAL MEETING OF STOCKHOLDERS -- MARCH 19, 1996
GENERAL
The enclosed Proxy is solicited by the Board of Directors of International Dairy
Queen, Inc. (the "Company"). Such solicitation is being made by mail and may
also be made by directors, officers and employees of the Company. Any Proxy
given pursuant to such solicitation may be revoked by the stockholder at any
time prior to the voting thereof by so notifying the Company in writing at the
above address, attention: David M. Bond, Secretary, or by appearing in person at
the meeting. Shares represented by Proxies will be voted as specified in such
Proxies. In the absence of specific instructions, Proxies received by the Board
of Directors will be voted (to the extent they are entitled to be voted on such
matters): (1) in favor of the nominees for directors named in this Proxy
Statement; (2) for the ratification of the appointment of Ernst & Young LLP as
the independent auditors of the Company; and (3) in the Proxies' discretion upon
such other business as may properly come before the meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
election inspectors appointed for the meeting and will determine whether or not
a quorum is present. The election inspectors will treat abstentions as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum but as unvoted for purposes of determining the approval of any
matter submitted to the stockholders for a vote. If a broker indicates on the
proxy that it does not have discretionary authority as to certain shares to vote
on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the material enclosed herewith will be paid by the Company. The
Company may reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
to beneficial owners of stock. This Proxy Statement is being mailed to
stockholders on or about February 14, 1996.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's 1997 Annual
Meeting of Stockholders should be received by the President of the Company at
the above address no later than November 16, 1996, in order to be included in
the Company's Proxy Statement and form of Proxy relating to that meeting.
OUTSTANDING STOCK
Class A Common Stock, $.01 par value ("Class A Common Stock"), of which there
were 14,383,815 shares outstanding on the record date, and Class B Common Stock,
$.01 par value ("Class B Common Stock"), of which there were 8,414,448 shares
outstanding on the record date, constitute the only classes of outstanding
voting securities issued by the Company. Each holder of Class A Common Stock
will be entitled to cast one vote in person or by proxy for each share of Class
A Common Stock held for the election of directors to be elected by the holders
of the Class A Common Stock. Each holder of Class B Common Stock will be
entitled to cast one vote in person or by proxy for each share of Class B Common
Stock held for the election of the directors to be elected by the holders of the
Class B Common Stock and for all other matters voted on at the meeting. Only
stockholders of record at the close of business on February 2, 1996, will be
entitled to vote at the meeting.
Information as to the name, address and stock holdings of each person known by
the Company to be the beneficial owner of more than 5% of its Class A Common
Stock or Class B Common Stock and as to name and the stock holdings of each
director and nominee for election to the Board of Directors and by all officers,
directors and nominees, as a group, as of February 2, 1996, is set forth below.
Except as indicated below, the Company believes that each of such persons has
the sole (or joint with spouse) voting and investment powers with respect to
such shares.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
AMOUNT PERCENT AMOUNT PERCENT
BENEFICIALLY OF BENEFICIALLY OF
STOCKHOLDER/DIRECTOR OWNED CLASS OWNED CLASS
<S> <C> <C> <C> <C>
Rudy Luther 1,549,934 10.8% 1,631,850(1) 19.4%
5353 Wayzata Blvd.
Minneapolis, MN 55416
Nicholas Company, Inc. (2) 1,898,600 13.2% 789,000 9.4%
700 North Water Street
Milwaukee, WI 53202
John W. Mooty 565,541(3) 3.9% 840,286(1)(3) 10.0%
33 South Sixth Street
Suite 3400
Minneapolis, MN 55402
Gilbert Stein 164,880(4) 1.1% 845,760(4) 10.1%
4 Bay Ridge
Springfield, IL 62707
Rudy Luther Trusts for Children 100,800 * 550,000(1) 6.5%
7505 Metro Boulevard
Minneapolis, MN 55439
Jane N. Mooty 13,735(5) * 625,546(1)(5) 7.4%
7505 Metro Boulevard
Minneapolis, MN 55439
Ernest F. Dorn, Jr. 1,000 * None --
Richard I. Giertsen 37,994(6) * 123,646(6) 1.5%
Frank L. Heit 9,900 * 3,000 *
C. David Luther 50,400(7) * 297,000(1)(7) 3.5%
Raymond Mithun None -- None --
Thomas R. Stuart None -- None --
Michael P. Sullivan 65,170(8) * 41,880(8) *
All officers and directors and
nominees as a group (23 persons) 1,472,226(9) 10.0% 2,991,410(9) 35.6%
</TABLE>
* Less than one percent
(1) During March 1994, members of the John W. Mooty and Jane N. Mooty
families granted certain rights to acquire their shares of the
Company's Class B Common Stock to the members of the Rudy Luther family
and the members of the Rudy Luther family granted reciprocal rights to
their shares of Class B Common Stock to the members of the John W.
Mooty and Jane N. Mooty families. Members of these families, in the
aggregate, own approximately 50% of the Company's outstanding shares of
Class B Common Stock and approximately 16% of the Company's outstanding
shares of Class A Common Stock.
(2) The Nicholas Company, Inc. is an investment advisor. Based on
information provided by the Nicholas Company, funds and other client
accounts managed by it hold sole voting power with respect to these
shares.
(3) Does not include securities shown opposite Mrs. Mooty's name.
(4) Includes shares owned by Capitol Dairy Queen, Inc. and Illinois Dairy
Queen, Inc.
(5) Does not include securities shown opposite Mr. Mooty's name.
(6) Includes 23,998 shares of Class A Common Stock and 81,444 shares of
Class B Common Stock owned by trusts of which Mr. Giertsen is a
trustee.
(7) Includes 50,400 shares of Class A Common Stock and 275,000 shares of
Class B Common Stock owned by the Rudy Luther Trusts for Children.
(8) Does not include shares owned by the Rudy Luther Trusts for Children,
the trustee of which is Mr. Sullivan. Includes 42,634 shares subject to
options to acquire shares of the Company's Class A Common Stock which
are exercisable within 60 days of the date of this Proxy Statement.
(9) Includes shares owned by the Rudy Luther Trusts for Children. Includes
408,368 shares subject to options to acquire shares of the Company's
Class A Common Stock which are exercisable within 60 days of the date
of this Proxy Statement.
ELECTION OF DIRECTORS
The Company's by-laws provide that the size of the Board of Directors shall be
not less than five nor more than fifteen directors. The Proxies granted by the
holders of Class A Common Stock will be voted at the meeting for the election of
the two persons listed below as Class A Nominees as directors of the Company.
The Proxies granted by the holders of Class B Common Stock will be voted at the
meeting for the election of the seven persons listed below as Class B Nominees
as directors of the Company. All of the following persons were elected as
directors at the Annual Meeting of Stockholders on March 8, 1995 to hold office
until the next Annual Meeting of Stockholders and thereafter until their
successors have been duly elected and qualified. Thomas R. Stuart is not now a
director of the Company. In the event that one or more of the below named
persons shall unexpectedly become unavailable for election (the Company has no
knowledge of any such unavailability), votes will be cast pursuant to authority
granted by the enclosed proxy for such person or persons as may be designated by
the Board of Directors, unless the Board determines to reduce its size
appropriately. In no event will the proxies granted by stockholders be voted for
more than two Class A Nominees or seven Class B Nominees.
<TABLE>
<CAPTION>
NAME, AGE AND POSITIONS DIRECTOR PRINCIPAL OCCUPATION AND
WITH THE COMPANY SINCE BUSINESS EXPERIENCE
<S> <C> <C>
CLASS A NOMINEES:
* Michael P. Sullivan -- 61 1984 President of the Company since November
President and Chief Executive 30, 1987. Mr. Sullivan is a director of
Officer of the Company and a Director The Valspar Corporation.
* Frank L. Heit -- 59 1992 Private Investor. Mr. Heit retired from
Director his position as Executive Vice President
and Treasurer of the Company in January
1994. Mr. Heit had held this position for
more than five years.
CLASS B NOMINEES:
* John W. Mooty -- 73 1970 Member of the Minneapolis law firm of
Chairman of the Board of Gray, Plant, Mooty, Mooty & Bennett, P.A.
Directors and Executive Committee for more than the last five years.
Ernest F. Dorn, Jr. -- 63 1995 President of Community Credit Co., auto
financing and consumer loans, a subsidiary
of Norwest Financial Services, Inc., for
more than the last five years.
Richard I. Giertsen -- 50 1993 General Manager of Giertsen Company, a
Director construction company, for more than five
years; Vice President of Nebco Evans,
Inc., a food distribution company, since
December 1990; President of LL
Distribution Systems, Inc., a food
distribution company, from February 1976
to December 1990; and Secretary/Treasurer
of MIRI Enterprises, Inc. a fast food
restaurant, for more than five years.
C. David Luther -- 39 1995 President of Motors Management
Director Corporation, owner and operator of an auto
leasing company and a number of auto
dealerships, since June 1992. Mr. Luther
has served as a director of Motors
Management Corporation for more than the
last five years.
Raymond Mithun -- 86 1970 Private investor for more than the last
Director five years.
Jane N. Mooty -- 74 1970 Private investor for more than the last
Director five years.
Thomas R. Stuart -- 51 -- Chairman of the Board and Chief Executive
Officer of Bureau of Engraving, Inc., a
company engaged in offset printing, home
study education and manufacturer of
printed circuit boards, for more than five
years.
</TABLE>
* Member of the Executive Committee of the Board of Directors.
Jane N. Mooty is the wife of John W. Mooty. There is no other family
relationship between any of the persons listed above. Board members are paid
$1,000 per board meeting attended.
During fiscal 1995, the Board of Directors of the Company met six times and the
Executive Committee of the Board of Directors met four times. During this period
all directors attended at least 75% of the meetings of the Board of Directors
and all committees of the Board of Directors on which they served. The Board of
Directors does not have a nominating committee.
John W. Mooty, C. David Luther and Frank L. Heit serve on the Board of
Directors' Compensation Committee. The Compensation Committee met three times
during fiscal 1995.
Messrs. Giertsen, Heit and Dorn are members of the Board of Directors' Audit
Committee. This committee met three times during fiscal 1995 to review the
results of the 1994 audit and the plan for the 1995 audit. The functions of the
Audit Committee include recommending to the Board of Directors, subject to
stockholder approval, the independent auditors; reviewing and approving the
results of the annual audit; and instructing the auditors, as deemed
appropriate, to undertake special assignments.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Compensation Committee Charter. The purpose of the Compensation Committee of the
Board of Directors is to oversee compensation of officers, key employees, and
directors of the Company. The Committee's policy is to insure that compensation
programs contribute directly to the success of the Company. The Committee
comprises three members of the Board of Directors, none of whom is an employee
of the Company.
Executive Compensation Policies and Programs. The Company's executive
compensation programs are designed to attract and retain qualified executives.
There are three basic components to the Company's executive compensation
program: base pay, annual incentive bonus, and long-term, equity-based incentive
compensation in the form of stock options. Each component is established in
light of individual and Company performance, compensation levels generally in
the Minneapolis/ St. Paul metropolitan area, equity among employees, and cost
effectiveness.
Base Pay. Base pay is designed to be competitive, although conservative as
compared to salary levels for equivalent positions at comparable companies in
the Minneapolis/St. Paul metropolitan area. The executive's actual salary within
this competitive framework depends on the individual's performance,
responsibilities, experience, leadership, and potential future contribution.
Annual Incentive Bonus. In addition to base pay, each executive is eligible to
receive an annual cash bonus. For fiscal 1995 the bonus was based on the
Company's and the individual's performance in comparison to a plan established
at the beginning of the year. In its evaluation of executive officers and the
determination of discretionary bonuses, the Committee makes a judgment after
considering the factors it deems relevant, which may include consequences for
performance that is below expectations. The initial recommendation with respect
to all executive officers other than the President, is made by the President.
Long-Term, Equity-Based Incentive Compensation. The long-term, equity-based
compensation program is tied directly to stockholder return. Under the current
program, long-term incentive compensation consists of stock options that
generally do not fully vest until after five years. Stock options are awarded
with an exercise price equal to the fair market value of the Company's Common
Stock on the date of grant. Accordingly, the executive is rewarded only if the
stockholders receive the benefit of appreciation in the price of the Common
Stock.
Because long-term options vest over time, the Company periodically (generally
once each year) grants new options to provide continuing incentives for future
performance. The size of previous grants and the number of options held are
considered by the Committee, but are not entirely determinative of future
grants. Like the annual bonus, each executive's actual grants are based upon
performance measured against the criteria described in the preceding paragraphs.
Annual Reviews. Each year the Committee reviews its executive compensation
policies and programs and determines what changes, if any, are appropriate for
the following year. In addition, the Committee reviews the performance of the
President.
Chief Executive Officer. The President and Chief Executive Officer's
compensation is established by the Committee based on a subjective consideration
of his performance and the extent to which the Company achieves its strategic
and economic goals established at the beginning of the year, his current level
of compensation in comparison with the level of compensation paid the Chief
Executive Officers of the largest 100 companies in the Minneapolis/St. Paul
metropolitan area and, with respect to grants of additional stock options, the
number of shares of the Company's Common Stock and options he currently owns.
The Committee also considers the President's level of compensation as it relates
to other executive officers of the Company and to the Company's employees in
general.
The foregoing report is submitted by C. David Luther, Frank L. Heit and John W.
Mooty, current members of the Compensation Committee.
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation awarded to or
earned by the Chief Executive Officer of the Company and the four other highest
paid executive officers for fiscal 1995, all of whom were executive officers at
the end of the fiscal year (the "Named Executive Officers").
LONG-TERM
FISCAL ANNUAL COMPENSATION COMPENSATION
NAME/PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#)
Michael P. Sullivan, 1995 $339,166 $130,000 14,000 shs.
President and Chief 1994 329,500 120,000 19,250 shs.
Executive Officer 1993 324,000 100,000 14,000 shs.
Edward A. Watson 1995 184,388 60,000 12,000 shs.
Executive Vice 1994 176,699 55,000 15,850 shs.
President-Operations 1993 166,157 45,000 12,000 shs.
Gary H. See 1995 155,500 15,500 10,000 shs.
Vice President 1994 149,396 15,364 13,500 shs.
Marketing and 1993 142,747 9,898 9,000 shs.
Consumer Research
Mark S. Broin 1995 157,048 12,500 8,000 shs.
Vice President 1994 151,287 12,565 10,625 shs.
Information Services 1993 147,254 9,029 9,000 shs.
George H. Fougeron 1995 148,698 12,639 6,000 shs.
Vice President 1994 142,708 10,210 12,062 shs.
Franchise Operations 1993 129,162 18,759 9,000 shs.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth for the Named Executive Officers the stock
options granted by the Company in fiscal 1995 and the potential value of these
stock options determined pursuant to Securities and Exchange Commission
requirements.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1) POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
GRANTED TO EXERCISE OR FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SH) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Michael P. Sullivan 14,000 5.3% $16.75 2/01/02 $95,465 $222,474
Edward A. Watson 12,000 4.5% 16.75 2/01/02 81,827 190,692
Gary H. See 10,000 3.8% 16.75 2/01/02 68,189 158,910
Mark S. Broin 8,000 3.0% 16.75 2/01/02 54,551 127,128
Geroge H. Fougeron 6,000 2.3% 16.75 2/01/02 40,914 95,346
</TABLE>
(1) All stock options granted have an exercise price equal to the fair
market value on the date of grant.
(2) The hypothetical potential appreciation shown in these columns reflects
the required calculations at annual rates of 5% and 10% set by the
Securities and Exchange Commission and therefore is not intended to
represent either historical appreciation or anticipated future
appreciation of the Company's Common Stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth for the Named Executive Officers the value
realized from stock options exercised during fiscal 1995 and the number and
value of exercisable and unexercisable stock options held at November 30, 1995.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS OPTIONS (1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
(#) $ UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
Michael P. Sullivan None -- 30,900/47,700 $148,477/$244,257
Edward A. Watson 13,200 $77,022 13,731/37,669 47,352/ 197,811
Gary H. See None -- 22,551/33,949 104,481/ 183,289
Mark S. Broin None -- 19,747/24,753 92,329/ 133,595
George H. Fougeron None -- 21,114/25,635 97,984/ 138,045
</TABLE>
CERTAIN TRANSACTIONS
During fiscal 1995, the Company leased cars from a company, the President of
which is C. David Luther, a director of the Company, and in connection therewith
paid to such company $865,422. During fiscal 1995, the Company utilized the
services of a travel agency affiliated with Mr. Luther. The agency primarily is
compensated for such services by airlines, hotels and others with which the
agency makes travel arrangements for the Company. The Company believes that the
lease payments for the cars and the services provided by the travel agency were
as favorable as could have been obtained from nonaffiliated companies.
During fiscal 1995, the Company paid the law firm of Gray, Plant, Mooty, Mooty &
Bennett, P.A., of which firm John W. Mooty, the Chairman of the Board of
Directors and Executive Committee of the Company, is a member, $2,297,978 for
legal services.
STOCKHOLDER RETURN COMPARISON
Shown below is a line graph comparing the yearly dollar change in the cumulative
total stockholder return on the Company's Common Stock as against the cumulative
total return of the NASDAQ Total Return Index and a "Peer" group of companies
selected by the Company for the period November 30, 1990 through November 30,
1995. The graph and table assume the investment of $100 on November 30, 1990 in
each of the Company's Common Stock, the NASDAQ Total Return Index, and the Peer
Group.
[GRAPH]
<TABLE>
<CAPTION>
11/90 11/91 11/92 11/93 11/94 11/95
<S> <C> <C> <C> <C> <C> <C> <C>
International Dairy Queen INDQA 100 106 106 100 101 133
PEER GROUP PPEER1 100 129 190 197 147 197
NASDAQ STOCK MARKET-US INAS 100 149 188 218 218 311
</TABLE>
(1) The Peer Group, each of which companies is engaged to varying degrees
in the franchising of restaurants, includes the following: CKE
Restaurants, Inc., Checkers Drive-In-Restaurants, Rally's Hamburgers
Inc., Sbarro Inc., Sonic Corp., TCBY Enterprises Inc. and Wendys
International Inc.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent stockholders are also required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and representations that no other reports were
required, during the fiscal year ended November 30, 1995, all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending November 30, 1996, it being intended
that such appointment would be presented for ratification by the holders of
Class B Common Stock. This firm audited the financial statements of the Company
for the year ended November 30, 1995, and for prior years. Ernst & Young LLP
will have representatives at the meeting who will have an opportunity to make a
statement and will be able to respond to appropriate questions.
In the event the holders of Class B Common Stock (the only class of stock
entitled to vote on this matter) do not ratify the appointment of Ernst & Young
LLP, the selection of other independent auditors will be considered by the Board
of Directors. The Board of Directors recommends that the holders of Class B
Common Stock vote for ratification of the appointment of Ernst & Young LLP.
OTHER MATTERS
The Board of Directors does not intend to bring before the meeting any business
other than as set forth in this Proxy Statement, and has not been informed that
any other business is to be presented to the meeting. However, if any matters
other than those referred to above should properly come before the meeting, it
is the intention of the persons named in the enclosed Proxy to vote such Proxy
in accordance with their best judgment.
Please sign and return promptly the enclosed Proxy or Proxies if you are both a
holder of Class A Common Stock and Class B Common Stock in the envelope
provided. The signing of a Proxy will not prevent your attending the meeting and
voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Michael P. Sullivan
President
Dated: February 14, 1996
CLASS A COMMON STOCK
INTERNATIONAL DAIRY QUEEN, INC.
PROXY FOR CLASS A COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
MARCH 19, 1996
The undersigned stockholder of International Dairy Queen, Inc. (the "Company"),
hereby appoints John W. Mooty and Michael P. Sullivan or either of them, as
attorneys, agents and proxies of the undersigned with full power of substitution
in each of them, to vote, in the name and on behalf of the undersigned at the
Annual Meeting of Stockholders of the Company to be held on March 19, 1996, at
10:00 a.m., in the General Offices of the Company, 7505 Metro Boulevard,
Minneapolis, Minnesota, and at all adjournments thereof, all of the shares of
Class A Common Stock of the Company which the undersigned would be entitled to
vote if personally present, with all powers the undersigned would possess if
personally present.
I. [ ] Grant
[ ] Withhold
authority to vote for the election of the following persons to serve as
directors (the Board recommends that you GRANT this authority):
M. Sullivan F. Heit
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE BY LINING THROUGH THE NOMINEE'S
NAME ON THE ABOVE LIST
all as set out in the Notice of Annual Meeting of Stockholders and Proxy
Statement dated February 14, 1996, receipt of which is hereby acknowledged.
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
(CONTINUED FROM OTHER SIDE)
ALL SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE SHARES
WILL BE VOTED FOR THE NOMINEES.
Either of said attorneys or their substitutes who shall be present and act, or
if only one shall attend, then that one, shall have and may exercise all the
powers of said attorneys hereunder.
Dated: ______________________________, 1996.
____________________________________________
(Signature)
____________________________________________
(Joint Owner's Signature)
When signing as attorney, guardian,
executor, administrator or trustee, please
give title. If the signer is a corporation,
please give the full corporate name, and
sign by a duly authorized officer, showing
the officer's title. EACH joint owner is
required to sign.
PLEASE EXECUTE AND RETURN THIS PROXY PROMPTLY,
YOUR COOPERATION WILL BE APPRECIATED
CLASS B COMMON STOCK
INTERNATIONAL DAIRY QUEEN, INC.
PROXY FOR CLASS B COMMON STOCK
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
MARCH 19, 1996
The undersigned stockholder of International Dairy Queen, Inc. (the
"Company"), hereby appoints John W. Mooty and Michael P. Sullivan or either of
them, as attorneys, agents and proxies of the undersigned with full power of
substitution in each of them, to vote, in the name and on behalf of the
undersigned at the Annual Meeting of Stockholders of the Company to be held on
March 19, 1996, at 10:00 a.m., in the General Offices of the Company, 7505 Metro
Boulevard, Minneapolis, Minnesota, and at all adjournments thereof, all of the
shares of Class B Common Stock of the Company which the undersigned would be
entitled to vote if personally present, with all powers the undersigned would
possess if personally present.
I. [ ] Grant
[ ] Withhold
authority to vote for the election of the following persons to serve as
directors (the Board recommends that you GRANT this authority):
E. Dorn, Jr. C.D. Luther J.W. Mooty R. Giertsen
R. Mithun T. Stuart J.N. Mooty
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE BY LINING THROUGH THE NOMINEE'S
NAME ON THE ABOVE LIST
II. [ ] For
[ ] Against
[ ] Abstain
approving the appointment of Ernst & Young LLP by the Board of
Directors as the independent auditors of the Company for the fiscal
year ending November 30, 1996 (the Board recommends you vote FOR this
proposal).
III. [ ] Grant
[ ] Withhold
authority to vote, in their discretion, upon such other business as may
properly come before the meeting (the Board of Directors recommends
that you GRANT this authority):
(CONTINUED, AND TO BE SIGNED, ON OTHER SIDE)
(CONTINUED FROM OTHER SIDE)
all as set out in the Notice of Annual Meeting of Stockholders and Proxy
Statement dated February 14, 1996, receipt of which is hereby acknowledged.
ALL SHARES WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE SHARES
WILL BE VOTED FOR THE NOMINEES, TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP
AND IN ACCORDANCE WITH THE PROXIES' DISCRETION IN CONNECTION WITH SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Either of said attorneys or their substitutes who shall be present and act, or
if only one shall attend, then that one, shall have and may exercise all the
powers of said attorneys hereunder.
Dated: ______________________________, 1996.
____________________________________________
(Signature)
____________________________________________
(Joint Owner's Signature)
When signing as attorney, guardian,
executor, administrator or trustee, please
give title. If the signer is a corporation,
please give the full corporate name, and
sign by a duly authorized officer, showing
the officer's title. EACH joint owner is
required to sign.
PLEASE EXECUTE AND RETURN THIS PROXY PROMPTLY,
YOUR COOPERATION WILL BE APPRECIATED
